EXHIBIT 10.21


             INDIANAPOLIS POWER & LIGHT COMPANY
      SUPPLEMENTAL RETIREMENT PLAN AND TRUST AGREEMENT
         FOR A SELECT GROUP OF MANAGEMENT EMPLOYEES
     (AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1996)

<PAGE>
                     TABLE OF CONTENTS



                                                        Page


ARTICLE I      DEFINITIONS . . . . . . . . . . . . . . . . 3
     Section 1.01.  Accrued Benefit. . . . . . . . . . . . 3
     Section 1.02.  Actuarial Equivalent . . . . . . . . . 3
     Section 1.03.  Adjusted Accrued Benefit . . . . . . . 4
     Section 1.04.  Adjusted Preretirement Surviving Spouse
                    Death Benefit. . . . . . . . . . . . . 4
     Section 1.05.  Administrator. . . . . . . . . . . . . 4
     Section 1.06.  Board. . . . . . . . . . . . . . . . . 4
     Section 1.07.  Break In Service . . . . . . . . . . . 5
     Section 1.08.  Company. . . . . . . . . . . . . . . . 5
     Section 1.09.  Company Retirement Plan. . . . . . . . 5
     Section 1.10.  Compensation . . . . . . . . . . . . . 5
     Section 1.11.  Effective Date . . . . . . . . . . . . 6
     Section 1.12.  Employer . . . . . . . . . . . . . . . 6
     Section 1.13.  ERISA. . . . . . . . . . . . . . . . . 6
     Section 1.14.  Hour of Service. . . . . . . . . . . . 6
     Section 1.15.  Maximum Benefit Liability. . . . . . . 7
     Section 1.16.  Normal Retirement Age. . . . . . . . . 9
     Section 1.17.  Participant. . . . . . . . . . . . . .10
     Section 1.18.  Participant Account. . . . . . . . . .10
     Section 1.19.  Plan . . . . . . . . . . . . . . . . .10
     Section 1.20.  Plan Year. . . . . . . . . . . . . . .10
     Section 1.21.  Post-Tax Adjusted Benefit. . . . . . .10
     Section 1.22.  Preretirement Surviving Spouse Death
                    Benefit. . . . . . . . . . . . . . . .12
     Section 1.23.  Prior Plan . . . . . . . . . . . . . .13
     Section 1.24.  Service. . . . . . . . . . . . . . . .13
     Section 1.25.  Tax Distributions. . . . . . . . . . .13
     Section 1.26.  Total Disability . . . . . . . . . . .13
     Section 1.27.  Trust Fund . . . . . . . . . . . . . .14
     Section 1.28.  Trustee. . . . . . . . . . . . . . . .14
     Section 1.29.  Valuation Date . . . . . . . . . . . .14
     Section 1.30.  Vested Portion . . . . . . . . . . . .14
     Section 1.31.  Participating Employers. . . . . . . .15
     Section 1.32.  Available Net Income . . . . . . . . .15
     Section 1.33.  Compensation Committee . . . . . . . .16

ARTICLE II     PARTICIPATION . . . . . . . . . . . . . . .16
     Section 2.01.  Participants . . . . . . . . . . . . .16
     Section 2.02.  Reemployment . . . . . . . . . . . . .20

ARTICLE III    MONTHLY SUPPLEMENTAL PENSION BENEFITS . . .21
     Section 3.01.  Senior Executive Officer's Monthly
                    Supplemental Pension Benefits. . . . .21
     Section 3.02.  Other Executive Officer's Monthly
                    Supplemental Pension Benefits. . . . .22
     Section 3.03.  Special Monthly Supplemental Pension
                    Benefits . . . . . . . . . . . . . . .23

ARTICLE IV     PAYMENT OF RETIREMENT BENEFITS. . . . . . .24
     Section 4.01.  Entitlement to Retirement Benefits . .24
     Section 4.02.  Non-Vested Benefits. . . . . . . . . .26
     Section 4.03.  Tax Distribution Payments. . . . . . .27
     Section 4.04.  Reduction in Accrued Benefit and
                    Preretirement Surviving Spouse Death
                    Benefit. . . . . . . . . . . . . . . .31
     Section 4.05.  Distribution and Recontribution of
                    Income . . . . . . . . . . . . . . . .35

ARTICLE V      MONTHLY DEATH BENEFITS. . . . . . . . . . .37

ARTICLE VI     CONTRIBUTIONS TO THE TRUST FUND . . . . . .38
     Section 6.01.  Initial Company Contribution . . . . .38
     Section 6.02.  Annual Company Contribution. . . . . .38
     Section 6.03.  Additional Company Contributions . . .39
     Section 6.04.  Form of Contribution . . . . . . . . .39

ARTICLE VII    ESTABLISHMENT OF TRUST FUND . . . . . . . .39
     Section 7.01.  Trust Fund . . . . . . . . . . . . . .39
     Section 7.02.  Establishment of Participant Accounts.40
     Section 7.03.  Allocation of Contributions. . . . . .40
     Section 7.04.  Valuations . . . . . . . . . . . . . .41
     Section 7.05.  Reallocation of Excess Participant
                    Account Balances . . . . . . . . . . .42
     Section 7.06.  Payment of Expenses. . . . . . . . . .42
     Section 7.07.  Accounting and Record Keeping. . . . .43
     Section 7.08.  Limitation on Liability. . . . . . . .44
     Section 7.09.  Consultation and Indemnification . . .44
     Section 7.10.  Litigation . . . . . . . . . . . . . .44
     Section 7.11.  Waiver of Bond . . . . . . . . . . . .45

ARTICLE VIII   INVESTMENT OF TRUST FUND. . . . . . . . . .45
     Section 8.01.  Management of Trust Fund and Appointment
                    of Investment Manager. . . . . . . . .45
     Section 8.02.  Powers of Trustee. . . . . . . . . . .46

ARTICLE IX     RESIGNATION, REMOVAL, AND APPOINTMENT
               OF SUCCESSOR TRUSTEE. . . . . . . . . . . .51
     Section 9.01.  Resignation. . . . . . . . . . . . . .51
     Section 9.02.  Removal. . . . . . . . . . . . . . . .51
     Section 9.03.  Successor Trustee. . . . . . . . . . .51
     Section 9.04.  Accounting by Trustee. . . . . . . . .52
     Section 9.05.  Merger or Consolidation of Trustee . .52

ARTICLE X      NON-DIVERSION OF TRUST FUND . . . . . . . .52

ARTICLE XI     ADMINISTRATION. . . . . . . . . . . . . . .53
     Section 11.01.  Delegation of Responsibility. . . . .53
     Section 11.02.  Construction of Plan. . . . . . . . .53
     Section 11.03.  Tax Information to Participants . . .54
     Section 11.04.  Determinations. . . . . . . . . . . .54

ARTICLE XII    MISCELLANEOUS . . . . . . . . . . . . . . .55
     Section 12.01.  Amendment or Termination of Plan. . .55
     Section 12.02.  Right to Merge Plan . . . . . . . . .56
     Section 12.03.  Successors and Assigns. . . . . . . .56
     Section 12.04.  Choice of Law . . . . . . . . . . . .56
     Section 12.05.  No Employment Contract. . . . . . . .56
     Section 12.06.  Non-Alienation. . . . . . . . . . . .57
     Section 12.07.  Gender and Number . . . . . . . . . .57
     Section 12.08.  Headings. . . . . . . . . . . . . . .57
     Section 12.09.  Payment to Incompetents . . . . . . .57
     Section 12.10.  Illegal or Invalid Provisions . . . .58
<PAGE>
             INDIANAPOLIS POWER & LIGHT COMPANY
           SUPPLEMENTAL RETIREMENT PLAN AND TRUST
    AGREEMENT FOR A SELECT GROUP OF MANAGEMENT EMPLOYEES
     (AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1996)


     Pursuant to Section 12.01 of the Indianapolis Power & Light
Company Supplemental Retirement Plan and Trust Agreement for a Select
Group of Management Employees (the "Plan") which was originally
executed on November 1, 1988 by and between Indianapolis Power & Light
Company, Inc. (the "Company") and National City Bank, Indiana (the
"Trustee") and last amended effective May 1, 1993, the Company hereby
amends and completely restates the Plan, effective as of March 1, 1996,
as follows:

                        WITNESSETH:

     WHEREAS, effective May 1, 1983, the Company established the
Unfunded Supplemental Retirement Plan for a Select Group of Management
Employees (the "Prior Plan") which was designed to meet applicable
exemptions under Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6)
of ERISA (as hereinafter defined) and under Department of Labor
Regulation Section 2520.104-23; and

     WHEREAS, in order to provide the active participants in the Prior
Plan with greater assurance that the benefits provided under such Prior
Plan will be duly made, the Company desires to establish a successor
plan and trust (the "Plan") for the active participants in the Prior
Plan (and has contemporaneously limited their participation in the
Prior Plan to preclude a duplication of benefits) and to transfer
thereto sufficient assets to be held therein and applied against the
benefit obligations of the Company under the terms of the Plan, until
paid or returned in accordance with the terms of this Agreement; and

     WHEREAS, in recognition of the management services and other
benefits provided to the Employer (as hereinafter defined) by the key
employees who are Participants (as hereinafter defined) under the Plan,
it is the intention of the Company to make contributions to the Plan
in accordance with the terms of this Agreement; and

     WHEREAS, the Plan is not intended to be a tax qualified plan
under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), but is intended to meet and comply with the
requirements of ERISA and shall be interpreted accordingly to effect
the intent of the parties;

     NOW, THEREFORE, in consideration of the services which have been
and shall be performed by such Plan Participants, of the premises and
of the mutual covenants herein contained, the receipt and sufficiency
of which are hereby expressly acknowledged, the parties do hereby
covenant and agree as follows:

                         ARTICLE I
                        DEFINITIONS

     Section 1.01.  Accrued Benefit.  The term "Accrued Benefit" means
the monthly amount payable to a Participant at age sixty-five (65),
based on such Participant's average Compensation at the date of
determination, under Section 3.01 or Section 3.02, whichever is
applicable, multiplied by a fraction (not to exceed one (1)), the
numerator of which is such Participant's Service at the date of
determination and the denominator of which is the lesser of thirty (30)
or the total Service such Participant would have completed if his
employment by the Employer had continued until his attainment of the
Normal Retirement Age; provided, however, that if the Participant's
employment with the Employer is terminated by reason of his incurring
a Total Disability, the fraction described above shall be one (1),
regardless of his Service at the date he incurs a Total Disability.

     Section 1.02.  Actuarial Equivalent.  The term "Actuarial
Equivalent" means the equivalent in value of the aggregate amounts
expected to be paid under different forms of payment under this Plan,
on the basis of an assumed rate of interest of seven percent (7%) and
mortality rates under the Unisex Pension 1984 Mortality Table (UP-84)
with no age set back for the Participant and a three (3) year age set
back for the Participant's spouse.

     Section 1.03.  Adjusted Accrued Benefit.  The term "Adjusted
Accrued Benefit" means the Accrued Benefit of each Participant after
it is adjusted in accordance with Section 4.04(a) to reflect any Tax
Distributions made to such Participant and in accordance with Section
4.04(b) to reflect any distributions made under Section 4.05 and not
recontributed to the Plan.

     Section 1.04.  Adjusted Preretirement Surviving Spouse Death
Benefit.  The term "Adjusted Preretirement Surviving Spouse Death
Benefit" means the Preretirement Surviving Spouse Death Benefit of a
surviving spouse of a deceased Participant after it is adjusted in
accordance with Section 4.04(a) to reflect any Tax Distributions made
to such deceased Participant or to such surviving spouse and in
accordance with Section 4.04(b) to reflect any distributions made under
Section 4.05 and not recontributed to the Plan.

     Section 1.05.  Administrator.  The term "Administrator" means the
Company, which shall have the sole authority to manage and to control
the operation and administration of this Plan.

     Section 1.06.  Board.  The term "Board" means the Board of
Directors of the Company.  Whenever the provisions of this Plan require
action by the Board, it may be taken by the Executive Committee of the
Board with the same force and effect as though taken by the entire
Board.

     Section 1.07.  Break In Service.  The term "Break in Service"
means the last calendar day of any consecutive twelve (12) month
computation period as provided in Section 1.24 during which a person
completes fewer than five hundred and one (501) Hours of Service.

     Section 1.08.  Company.  The term "Company" means Indianapolis
Power & Light Company and any successor thereto or predecessor thereof.

     Section 1.09.  Company Retirement Plan.  The term "Company
Retirement Plan" means the Employees' Retirement Plan of Indianapolis
Power & Light Company as now in effect or hereafter amended.  The
Company Retirement Plan is not amended or modified in any manner by
this Plan, and any benefits payable to Participants or to their
surviving spouses under this Plan shall have no effect on the benefits
payable to Participants or to their surviving spouses under the Company
Retirement Plan.

     Section 1.10.  Compensation.  The term "Compensation" means the
remuneration received by a Participant from the Employer for services
rendered to the Employer, including incentive and length-of-service pay
but specifically excluding bonus payments, prizes or reimbursements and
any payments made pursuant to the Executive Incentive Compensation Plan
of IPALCO Enterprises, Inc. and the IPALCO Enterprises, Inc. Annual
Incentive Plan and 1990 Long-Term Performance Incentive Plan; provided,
however, that the term "Compensation" shall also include any current
compensation deferred by a Participant under any qualified or
nonqualified plan sponsored or maintained by the Employer or under any
agreement entered into between a Participant and the Employer other
than the Executive Incentive Compensation Plan of IPALCO Enterprises,
Inc.

     Section 1.11.  Effective Date.  The term "Effective Date" means
November 1, 1988.

     Section 1.12.  Employer.  The term "Employer" means the Company,
any entity which is affiliated with the Company within the meaning of
Sections 210(b) and 210(c) of ERISA, and any successor thereto or
predecessor thereof.

     Section 1.13.  ERISA.  The term "ERISA" means the Employee
Retirement Income Security Act of 1974, as now in effect or hereinafter
amended and shall also include any regulations promulgated thereunder.

     Section 1.14.  Hour of Service.  The term "Hour of Service" means
the hours which are recognized as such under the Company Retirement
Plan.

     Section 1.15.  Maximum Benefit Liability.  The term "Maximum
Benefit Liability" means with respect to each Participant Account
established hereunder the lesser of:

          (a)  The greater of:

               (i)  the present value (as of the date of
          determination) of the Vested Portion of a Participant's
          Adjusted Accrued Benefit (or, if the payment of monthly
          benefits has already commenced, the remaining payments)
          due under Article IV to the Participant for whom such
          Participant Account is established or, if applicable, his
          surviving spouse, and

              (ii)  with respect to a married Participant or the
          surviving spouse of a deceased Participant, the present
          value (as of the date of determination) of the Adjusted
          Preretirement Surviving Spouse Death Benefit (or, if the
          payment of death benefits has already commenced, the
          remaining payments) due under Article V to the surviving
          spouse of the Participant for whom such Participant
          Account is established.

          (b)  The present value (as of the date of determination)
     of the Vested Portion of a Participant's or, if applicable, his
     surviving spouse's Post-Tax Adjusted Benefit (or, if the payment
     of monthly benefits has already commenced, the remaining
     payments) due under Article IV to the Participant or, if
     applicable, his surviving spouse for whom such Participant
     Account is established.

In calculating the Maximum Benefit Liability as of a determination
date, the following rules are applicable:

          (c)  Any reductions in the Accrued Benefits and
     Preretirement Surviving Spouse Death Benefits of Participants or
     their surviving spouses, where applicable, which are to be made
     as of the date of determination under Section 4.04 shall be
     given effect, whether or not the Tax Distribution payments (or
     distributions of Available Net Income not recontributed under
     Section 4.05) attributable to such reduction have been made as
     of the date of calculation; provided, however, that if such Tax
     Distribution payment is not ultimately made by the Company under
     Section 4.03 (or such distribution of Available Net Income is
     not ultimately made under Section 4.05), the reduction shall not
     be given effect in any calculations of the Maximum Benefit
     Liability of a Participant's Accrued Benefit or Preretirement
     Surviving Spouse Death Benefit which are made after the due date
     of the Tax Distribution payment (or distribution of Available
     Net Income); and

          (d)  The Participant's Adjusted Accrued Benefit and
     Adjusted Preretirement Surviving Spouse Death Benefits shall be
     calculated based on the Participant's Compensation and Service
     at the date of determination and, if the Participant is less
     than age sixty-five (65) at the date of determination, shall be
     calculated based on the Company Retirement Plan benefit, payable
     at age sixty-five (65), accrued on the date of determination.

          (e)  Once a Participant reaches age sixty-five (65) or he
     or, if applicable, his surviving spouse commences pay status
     under the Plan, the Maximum Benefit Liability shall be
     determined based on Subsection (b) of this Section and without
     regard to Subsection (a) of this Section even if it results in
     a greater amount than the amount determined under Subsection (a)
     of this Section.

For purposes of making the calculation of present value, the present
value discount rate shall be eight percent (8%), and the mortality
assumption shall be computed in accordance with the 1983 Group Annuity
Mortality Table.  The Maximum Benefit Liability shall be calculated and
certified by an actuary designated by the Company who is acceptable to
the Trustee and who is enrolled by the Joint Board for the Enrollment
of Actuaries.

     Section 1.16.  Normal Retirement Age.  The term "Normal
Retirement Age" means for each Participant age sixty-five (65).

     Section 1.17.  Participant.  The term "Participant" means any
individual designated in Article II of this Plan who is eligible for
benefits under this Plan.

     Section 1.18.  Participant Account.  The term "Participant
Account" means the separate account maintained by the Trustee for each
Participant.

     Section 1.19.  Plan.  The term "Plan" means the Indianapolis
Power & Light Company Supplemental Retirement Plan and Trust Agreement
for a Select Group of Management Employees, which is intended to be a
continuation of the Prior Plan with respect to the active participants
in the Prior Plan at the Effective Date.

     Section 1.20.  Plan Year.  The term "Plan Year" means a
consecutive twelve (12) month period beginning on November 1 and ending
on October 31.

     Section 1.21.  Post-Tax Adjusted Benefit.  The term "Post-Tax
Adjusted Benefit" means with respect to each Participant or, if
applicable, his surviving spouse the monthly amount that would be
needed to be paid to a Participant or, if applicable, his surviving
spouse in any calendar year for which payments are due under this Plan
so that the net amount (without regard to any applicable withholding)
available to the Participant or, if applicable, his surviving spouse
after taking into account applicable federal, state and local income
taxes would be equal to what the net amount would be if this Plan was
a tax-qualified retirement plan under Section 401(a) of the Code and
the amount payable to the Participant or, if applicable, his surviving
spouse would be fully taxable and equal to the amounts determined under
Article III or Article V, whichever is applicable, without regard to
the Section 4.04 reductions (other than the reductions described in
Subsection (c) below).  A Participant's or, if applicable, his
surviving spouse's Post-Tax Adjusted Benefit shall be redetermined each
January 1 in accordance with the following rules:

          (a)  For purposes of determining the amount of federal,
     state and local income taxes applicable on the amounts payable
     under this Plan, it shall be assumed that the Participant or, if
     applicable, his surviving spouse

               (i)  will receive no additional income from any
          source during such calendar year and,

              (ii)  has no personal exemptions and no deductions
          available, and

             (iii)  if married, will be filing a joint return.

          (b)  For purposes of determining state and local taxes,
     the Participant or, if applicable, his surviving spouse shall be
     deemed to be a resident of Marion County, Indiana.

          (c)  If a Participant or his surviving spouse fails to
     recontribute to the Plan the entire amount of Available Net
     Income distributed to him under Section 4.05 with respect to a
     calendar year, the Post-Tax Adjusted Benefit shall be adjusted
     in accordance with Subsection (b) of Section 4.04.

          (d)  If tax rates are modified in a calendar year after
     the January 1 determination date, the change in tax rates will
     not be reflected in the determination of a Participant's or, if
     applicable, his surviving spouse's Post-Tax Adjusted Benefit
     until the next following January 1; provided, however, that if
     on an applicable January 1 determination date tax rate changes
     for future calendar years are already established in the Code,
     rate changes shall be taken into account for purposes of Section
     1.15.

     Section 1.22.  Preretirement Surviving Spouse Death Benefit.  The
term "Preretirement Surviving Spouse Death Benefit" means the monthly
amount payable to a surviving spouse of a deceased Participant under
Article V.

     Section 1.23.  Prior Plan.  The term "Prior Plan" means the
Indianapolis Power & Light Company Unfunded Supplemental Retirement
Plan for a Select Group of Management Employees, as amended through
October 31, 1988.  The retired participants or, if applicable, the
surviving spouses of deceased participants in the Prior Plan shall
continue to receive their benefits in accordance with the Prior Plan.

     Section 1.24.  Service.  The term "Service" means the period of
employment of an individual by the Employer and, for purposes of
vesting and benefit accrual, shall be measured in consecutive twelve
(12) month computation periods (hereinafter sometimes referred to as
"years") beginning on the first (1st) calendar day of an individual's
employment by the Employer and anniversaries thereof and disregarding
any such periods in which such individual completes fewer than one
thousand (1,000) Hours of Service.  Notwithstanding the above, upon
termination of his employment with the Employer, an individual shall
receive credit for a fractional year of Service for the period from the
last such anniversary date.

     Section 1.25.  Tax Distributions.  The term "Tax Distributions"
means the cash payments made by the Company under Section 4.03.

     Section 1.26.  Total Disability.  The term "Total Disability"
means a physical or mental condition which prevents a Participant from
performing his duties for the Employer; provided, however, that a
Participant shall not be deemed to have incurred a Total Disability
unless such Participant is eligible for Disability Retirement under the
Company Retirement Plan.

     Section 1.27.  Trust Fund.  The term "Trust Fund" means the trust
fund created hereunder.

     Section 1.28.  Trustee.  The term "Trustee" means the initial
Trustee of the Trust Fund, and any successor acting as Trustee of the
Trust Fund.

     Section 1.29.  Valuation Date.  The term "Valuation Date" means
each and every October 31 and December 31.

     Section 1.30.  Vested Portion.  The term "Vested Portion" means
the portion of a Participant's Accrued Benefit, Adjusted Accrued
Benefit or Post-Tax Adjusted Benefit, whichever is applicable, which
is vested and nonforfeitable as determined based on that Participant's
Service in accordance with the following schedule:

         Years of Service
     Completed by Participant                    Vested Portion

        Less than one (1) year                           0%
        One (1) year                                    20%
        Two (2) years                                   40%
        Three (3) years                                 60%
        Four (4) years                                  80%
        Five (5) years or more                         100%


provided, however, that notwithstanding the above, the Accrued Benefit
or, if applicable, Adjusted Accrued Benefit or Post-Tax Adjusted
Benefit of a Participant shall become one hundred percent (100%) vested
and nonforfeitable upon the Participant's attainment of age sixty-five
(65) or upon his incurring a Total Disability.

  Section 1.31.  Participating Employers.  The term "Participating
Employers" means the Company, IPALCO Enterprises, Inc., Mid-America
Capital Resources, Inc. and any other Employer who has adopted this
Plan, whose participation has been approved by the Company and who has
agreed to reimburse the Company for their pro-rata costs of the
benefits provided under the Plan to their respective employees.

  Section 1.32.  Available Net Income.  The term "Available Net
Income" means, with respect to a Participant for a calendar year, the
taxable income (including all items of ordinary income and capital
gains recognized for federal income tax purposes in that calendar year
and reduced by all ordinary and capital losses recognized for federal
income tax purposes in that calendar year) of the Trust Fund for that
calendar year multiplied by a fraction, the numerator of which is the
value of that Participant's Participant Account at the Valuation Date
immediately preceding that calendar year and the denominator of which
is the value of all Participant Accounts at the Valuation Date
immediately preceding that calendar year; provided, however, that for
purposes of these allocations, the value of each Participant Account
shall be decreased by fifty percent (50%) of any distributions from
such Participant Account under Article V and under Section 4.01 since
the applicable Valuation Date.  The term "Available Net Income" shall
not include income or loss attributable to any portion of the Trust
Fund that is treated as being owned by a Participant under Sections
671-678 of the Code.

  Section 1.33.  Compensation Committee.  The term "Compensation
Committee" means the Compensation Committee of the Board of Directors
of IPALCO Enterprises, Inc.

                         ARTICLE II
                       PARTICIPATION

  Section 2.01.  Participants.  The individuals eligible to
participate in this Plan on the Effective Date shall include only the
Senior Executive Officers and the Other Executive Officers of the
Company who are designated in this Section.  Effective March 1, 1996,
the Senior Executive Officers selected to participate in this Plan are
as follows:



Name
Current Title


John R. Hodowal
Indianapolis Power & Light Company -
Chairman of the Board and Chief Executive
Officer; IPALCO Enterprises, Inc. -
Chairman of the Board and President


Ramon L. Humke
Indianapolis Power & Light Company -
President and Chief Operating Officer;
IPALCO Enterprises, Inc. - Vice Chairman


Gerald D. Waltz
Indianapolis Power & Light Company - Senior
Vice President, Business Development


John R. Brehm
Indianapolis Power & Light Company - Senior
Vice President, Finance and Information
Services; IPALCO Enterprises, Inc. - Vice
President and Treasurer


Robert W. Rawlings
Indianapolis Power & Light Company - Senior
Vice President, Electric Production


Bryan G. Tabler
Indianapolis Power & Light Company - Senior
Vice President, Secretary and General
Counsel; IPALCO Enterprises, Inc. - Vice
President, Secretary and General Counsel


Maurice O. Edmonds
IPALCO Enterprises, Inc. - Vice President,
Corporate Affairs


N. Stuart Grauel
IPALCO Enterprises, Inc. - Vice President,
Public Affairs


Joseph A. Gustin
Mid-America Capital Resources, Inc. -
President; Mid-America Energy Resources,
Inc. - President


Zane G. Todd
Former IPALCO Enterprises, Inc. and
Indianapolis Power & Light Company -
Chairman of the Board and Chief Executive
Officer (Retired 5-01-89)


Robert W. Hill
Former IPALCO Enterprises, Inc. - Vice
Chairman (Retired 5-01-91)


Gylith J. Cooper
Surviving Spouse of Richard Q. Cooper -
Former Indianapolis Power & Light Company -
Senior Vice President, Steam System
(Retired 5-01-89 and Deceased 4-19-94)


Beverly A. Minter
Surviving Spouse of Michael M. Minter -
Former Indianapolis Power & Light Company -
Senior Vice President, Planning and
Engineering (Deceased 12-05-93)


Thomas A. King
Former IPALCO Enterprises, Inc. - Vice
President, Corporate Affairs (Terminated
8/31/92)





  Effective March 1, 1996, the Other Executive Officers selected to
participate in this Plan are as follows:



Name
Current Title


Michael G. Banta
Indianapolis Power & Light Company - Vice
President and Assistant General Counsel


John C. Berlier, Jr.
Indianapolis Power & Light Company - Vice
President, Resource Planning and Rates


Max Califar
Indianapolis Power & Light Company - Vice
President, Human Resources


Ralph E. Canter
Indianapolis Power & Light Company - Vice
President, Steam Operations


Michael J. Farmer
Store Heat and Produce Energy, Inc. -
President


Susan Hanafee
IPALCO Enterprises, Inc. - Assistant Vice
President, Corporate Affairs


Donald W. Knight
Indianapolis Power & Light Company - Vice
President, Fuel Supply


Robert A. McKnight, Jr.
Indianapolis Power & Light Company - Vice
President, Major Project Management


Steven L. Meyer
Indianapolis Power & Light Company -
Treasurer; IPALCO Enterprises, Inc. -
Assistant Treasurer


Stephen J. Plunkett
Indianapolis Power & Light Company -
Controller; IPALCO Enterprises, Inc. -
Controller


Joseph A. Slash
Indianapolis Power & Light Company - Vice
President, Community and Corporate
Effectiveness


Clark L. Snyder
IPALCO Enterprises, Inc. - Assistant
Secretary; Mid-America Capital Resources,
Inc. - Vice President, Secretary and
General Counsel


Thomas A. Steiner
Indianapolis Power & Light Company - Vice
President, Transmission and Distribution


John D. Wilson
Indianapolis Power & Light Company - Vice
President, Information Services


Wendy V. Yerkes
Indianapolis Power & Light Company -
Assistant Secretary


David J. McCarthy
Indianapolis Power & Light Company -
Assistant General Counsel, Washington, D.C.
Office


Arthur G. Haan
Former Indianapolis Power & Light Company -
Vice President, General Services (Retired
2-01-96)


Michael E. Shriner
Former Indianapolis Power & Light Company -
Vice President, Marketing (Terminated
4-30-95)


Marcus E. Woods
Former Indianapolis Power & Light Company -
Vice President, Secretary and General
Counsel; IPALCO Enterprises, Inc. -
Secretary and General Counsel (Retired
1-01-95)


Arnold A. Gordus
Former Indianapolis Power & Light Company -
Assistant Vice President, Environmental
Affairs (Retired 4-30-94)


Donald E. Blue
Former Indianapolis Power & Light Company -
Vice President, Power Production (Retired
5-01-89)


Joseph E. Butler
Former Indianapolis Power & Light Company -
Vice President, Community Affairs and
Residential Sales (Terminated 2/1/91)


Jan E. Lower
Former Indianapolis Power & Light Company -
Vice President, Community Affairs
(Terminated 4/30/93)





       An Other Executive Officer who is listed above and who
subsequently becomes a Senior Vice President, an Executive Vice
President, the President, Chief Operating Officer, Chief Executive
Officer or Chairman of the Board of the Company or who subsequently
becomes a Vice President or Vice Chairman of the Board of IPALCO
Enterprises, Inc. shall be deemed to be a Senior Officer under this
Plan without the necessity of a Plan amendment.

       Additional management employees of the Company or officers and
management employees of any other Participating Employer may be added
as Participants to this Plan by action of the Compensation Committee,
provided such corporations have adopted this Plan and each has agreed
to reimburse the Company for their pro-rata costs of the benefits
provided under the Plan to their respective employees.  The Committee
shall specify whether such officers or management employees are to be
considered Senior Officers or Other Executive Officers under this
Section 2.01.

       Section 2.02.  Reemployment.  Any former Participant whose
employment with the Employer is terminated and who subsequently returns
to work for the Employer after he has a Break in Service shall be
reinstated as a Participant and shall have his prior Service restored
in determining his vested rights and his Accrued Benefits under this
Plan; provided, however, that if a reemployed Participant is receiving
monthly benefits under Section 4.01 at the time of his reemployment,
such monthly benefits shall cease for such period as he shall remain
employed by the Employer and complete at least forty (40) Hours of
Service per month, and any monthly benefits payable to him or to his
surviving spouse thereafter under Article IV or V, whichever is
applicable, shall be adjusted to reflect any payments previously made
to such Participant before the date he returned to work for the
Employer and any payments made subsequent to the date he returned to
work for the Employer with respect to months in which he fails to
complete at least forty (40) Hours of Service; provided, further, that
suspension of benefit payments to any such reemployed Participant shall
be made only after written notice has been given to him by the Company
by personal delivery or certified mail, and such benefit suspensions
shall comply with all requirements imposed pursuant to Section
2530.203-3 of the Department of Labor regulations which are
incorporated herein by reference.

                        ARTICLE III
           MONTHLY SUPPLEMENTAL PENSION BENEFITS

       Section 3.01.  Senior Executive Officer's Monthly 
Supplemental Pension Benefits.  Except as provided by Section 3.03, the
monthly supplemental pension benefits for any Senior Executive Officer
shall be equal to sixty-five percent (65%) of the average monthly
Compensation paid to that Senior Executive Officer with respect to the
last thirty-six (36) consecutive months (or, if lesser, his entire
period of employment with the Employer) ending on or before the date
his employment with the Employer is terminated, less the benefits that
would be payable to him for the month he attains age fifty-five (55)
or, if later, the first (1st) month following the date his employment
with the Employer is terminated under the Company Retirement Plan on
a single-life basis regardless of the form in which such benefits are
actually paid; provided, however, that if the Senior Executive
Officer's benefits under the Company Retirement Plan are not payable
until his attainment of age sixty-five (65) because of his not meeting
the requirements for early retirement under the Company Retirement Plan
and his employment with the Employers is terminated before his
attainment of age sixty-five (65), his Company Retirement Plan benefit
offset under this Section shall be equal to the monthly amount payable
at the later of his attainment of age fifty-five (55) or the date on
which his employment with the Employers is terminated on a single life
basis which is the Actuarial Equivalent to the monthly amount payable
to him at age sixty-five (65) on a single life basis under the Company
Retirement Plan.

       Section 3.02.  Other Executive Officer's Monthly Supplemental
Pension Benefits.  Except as provided by Section 3.03, the monthly
supplemental pension benefits for any Other Executive Officer shall be
equal to sixty percent (60%) of the average monthly Compensation paid
to that Other Executive Officer with respect to the last thirty-six
(36) consecutive months (or, if lesser, his entire period of employment
with the Employer) ending on or before the date his employment with the
Employer is terminated, less the benefits that would be payable to him
for the month he attains age fifty-five (55) or, if later, the first
(1st) month following the date his employment with the Employer is
terminated under the Company Retirement Plan on a single-life basis
regardless of the form in which such benefits are actually paid;
provided, however, that if the Other Executive Officer's benefits under
the Company Retirement Plan are not payable until his attainment of age
sixty-five (65) because of his not meeting the requirements for early
retirement under the Company Retirement Plan and his employment with
the Employers is terminated before his attainment of age sixty-five
(65), his Company Retirement Plan benefit offset under this Section
shall be equal to the monthly amount payable at the later of his
attainment of age fifty-five (55) or the date on which his employment
with the Employers is terminated on a single life basis which is the
Actuarial Equivalent to the monthly amount payable to him at age
sixty-five (65) on a single life basis under the Company Retirement
Plan.

       Section 3.03.  Special Monthly Supplemental Pension Benefits. 
From time to time the Board, in its sole discretion, may provide for
alternative supplemental pension benefits under this Section 3.03 for
any Senior Executive Officer or Other Executive Officer in lieu of, and
not in addition to, the benefits described in Section 3.01 or Section
3.02, whichever Section is applicable, because of special circumstances
relating to such Executive's employment with the Employer.  If the
Board takes action to add new Participants or to modify the benefits
of current Participants, the action shall designate the name of the
individual and the applicable benefit to be provided for such
individual.  If the benefits provided under this Section are offset by
the Company Retirement Plan benefit, the offsets shall be calculated
consistent with and in accordance with the manner the offsets are
determined under Sections 3.01 and 3.02.

                         ARTICLE IV
               PAYMENT OF RETIREMENT BENEFITS

       Section 4.01.  Entitlement to Retirement Benefits.  A
Participant who retires or otherwise terminates his employment with the
Employer for reasons other than his death shall be entitled to receive
monthly supplemental pension benefits under this Plan only if:

            (a)  his employment with the Employer terminates on or
       after his attainment of the Normal Retirement Age,

            (b)  his employment with the Employer terminates by
       reason of his incurring a Total Disability, or

            (c)  his employment with the Employer terminates after
       his completion of at least one (1) Year of Service.

The amount of the monthly supplemental pension benefits to which an
eligible Participant is entitled upon his retirement or other
termination of employment shall be equal to the Vested Portion of his
Post-Tax Adjusted Benefit; provided, however, that the amount of a
Participant's Post-Tax Adjusted Benefit shall be redetermined each
January 1; provided, further, that under no circumstances may the
Post-Tax Adjusted Benefit payable to a Participant be less than the
Vested Portion of his Adjusted Accrued Benefit as determined on
February 29, 1996.  The non-Vested Portion of a Participant's Post-Tax
Adjusted Benefit shall be governed by Section 4.02.  The monthly
payments shall begin on the first (1st) calendar day of the month
coinciding with or next following the date on which a Participant
attains his Normal Retirement Age or, if later, the date his employment
with the Employer is terminated and shall continue through the month
in which his death occurs; provided, however, that if a Participant's
employment with the Employer is terminated before his attainment of the
Normal Retirement Age, he may elect with the consent of the Company to
have his benefits begin on the first (1st) calendar day of the month
following the date on which his employment with the Employer is
terminated or, if later, the first (1st) day of the calendar month
immediately following his attainment of age fifty-five (55); provided,
further, that if benefit payments to a Participant begin before his
attainment of the Normal Retirement Age, the amount of such
Participant's monthly supplemental pension benefits shall be reduced
to the extent and in the same manner as such payments would be reduced
if made from the Company Retirement Plan.  If a Participant is married
at the date his benefit payments are to commence and notwithstanding
anything contained in this Plan to the contrary, his monthly benefits
shall be paid in the form of an actuarially equivalent joint and
survivor annuity determined in the same manner as the Joint and
Survivor Annuity Option under Section 205.50 of the Company Retirement
Plan, unless such Participant, with the written consent of his spouse
witnessed by a Notary Public, elects not to have his benefits paid in
such form.

       Payment of benefits under this Section 4.01 shall be made in
accordance with and consistent with the requirements set forth in
Section 205 of ERISA; provided, however, that subject to the applicable
spousal consent requirements contained in Section 205 of ERISA, a
Participant may elect for his benefits to be paid in any actuarially
equivalent form of payment which is available under the Company
Retirement Plan (other than a single lump sum payment).

       Section 4.02.  Non-Vested Benefits.  If a Participant's
employment with the Employer is terminated before his completion of at
least five (5) years of Service, before his attainment of his Normal
Retirement Age and not by reason of his incurring a Total Disability,
such Participant shall only be entitled to the Vested Portion of his
Post-Tax Adjusted Benefit, the non-Vested Portion of his Post-Tax
Adjusted Benefit shall be forfeited and the portion of his Participant
Account attributable to the non-Vested Portion of his Post-Tax Adjusted
Benefit shall be reallocated as provided in Section 7.05; provided,
however, that if such Participant subsequently returns to work for the
Employer, the non-Vested Portion of his Post-Tax Adjusted Benefit shall
be immediately reinstated, his Participant Account shall be
reestablished and funded in accordance with Section 6.02 and he shall
be entitled to receive monthly supplemental pension benefits upon his
subsequent termination of employment with the Employer to the extent
otherwise provided under this Plan, less any benefits already paid to
him under this Plan before his reemployment with the Employer.

       Section 4.03.  Tax Distribution Payments.  On or before
December 20 of each calendar year in which a Participant or, if
applicable, his surviving spouse is required to take amounts into
income for Federal income tax purposes by reason of his participation
in, or eligibility for benefits (including benefits received under an
annuity contract purchased in accordance with Article X) under this
Plan, the Company shall make a Tax Distribution payment to each
Participant or, if applicable, to the surviving spouse of each deceased
Participant equal to the product of:

            (a)  the amount (excluding amounts paid by the Company
       under this Section) which such Participant or, if applicable,
       his surviving spouse is required to recognize as income for
       Federal income tax purposes by reason of his participation in,
       or eligibility for benefits under, this Plan in such calendar
       year; and

            (b)  the Participant's marginal individual composite
       Federal, Indiana and Marion County income tax rate (based on
       the Participant's estimated aggregate Compensation from the
       Employer during the calendar year and taking into account the
       deductibility for Federal income tax purposes of state and
       local income taxes, if then allowable, and, except as
       otherwise provided below, without regard to Section 1(g) of
       the Code) in effect for the calendar year during which the
       amount described in (a) above is required to be recognized as
       income by such Participant; and

            (c)  one hundred percent (100%) divided by the amount
       by which one hundred percent (100%) exceeds the rate in (b)
       above expressed as a percent.

The amount of the required Tax Distribution payments shall be certified
to the Company on or before December 10 of each calendar year by the
actuary designated by the Company to calculate the Maximum Benefit
Liability under Section 1.15.  For purposes of determining the amount
of each Tax Distribution payment, the amount described in (a) above
shall be estimated by assuming that each Participant, if applicable,
shall continue his employment with the Employer for the remainder of
the calendar year, each Participant's rate of Compensation shall remain
unchanged for the remainder of such calendar year and, if applicable,
that the Trust Fund (including the portion of the Trust Fund
attributable to Company contribution made in such calendar year) shall
earn investment income, both realized and unrealized, for the period
of October 31 to December 31 (or, with respect to Company contributions
made after October 31 but before December 31, for the remainder of
period beginning on the date of contribution and ending on such
December 31) of such calendar year at the same rate of return earned
by the Trust Fund for the Plan Year ending on October 31 of such
calendar year; provided, however, that the assumed rate of interest to
be applied against the initial Company contribution made under Section
6.01 shall be ten percent (10%).  Notwithstanding anything contained
herein to the contrary, if before November 1 of a calendar year a
Participant or, if applicable, his surviving spouse files a statement
with the Company certifying that to the best of his or her knowledge
all or a portion of his or her taxable income by reason or his or
participation in this Plan shall be subject to the additional Federal
income tax under Section 1(g) of the Code and provides the Company with
information which will enable the actuary designated by the Company to
calculate the additional Federal income tax under Section 1(g) of the
Code resulting from his participation in this Plan, including his or
her estimated taxable income for such calendar year, the table in
Section 1 of the Code to be used by the Participant or, if applicable,
his surviving spouse for his Federal income tax return for such
calendar year and the number of personal exemptions that the
Participant or, if applicable, his surviving spouse intends to claim
on his or her Federal income tax return for such calendar year, the
Company shall have its actuary recalculate the amount of the Tax
Distribution payment required under this Section based on the
information provided by the Participant or, if applicable, his
surviving spouse, so that the amount of the Tax Distribution payment
made to the Participant or, if applicable, his surviving spouse shall
equal the estimated tax liability of the Participant or, if applicable,
his surviving spouse for such calendar year by reason of his
participation in this Plan; provided, however, that any adjustments in
the Tax Distribution payments under this sentence shall be limited to
adjustments reflecting the applicability of Section 1(g) of the Code. 
If the amount described in (a) above which was estimated for purposes
of calculating the amount of any Tax Distribution payment to a
Participant or, if applicable, his surviving spouse is less than the
actual (a) amount, the Company shall pay to such Participant or, if
applicable, his surviving spouse as soon as practicable after the end
of such calendar year and in no event later than the March 15
immediately following such calendar year during which such amount was
recognized as income an amount equal to the product of:

            (d)  the amount by which the actual (a) amount exceeded
       the estimated (a) amount; and

            (e)  the rate described in (b) above; and

            (f)  one hundred percent (100%) divided by the amount
       by which one hundred percent (100%) exceeds the marginal
       individual composite Federal, Indiana and Marion County income
       tax rate expressed as a percent (based on the Participant's
       estimated aggregate Compensation from the Employer during the
       calendar year and taking into account the deductibility for
       Federal income tax purposes of state and local income taxes,
       if then allowable) in effect for the calendar year during
       which such additional Tax Distribution payment is to be made.

If the amount described in (a) above which was estimated for purpose
of calculating the amount of any Tax Distribution payment to a
Participant or, if applicable, his surviving spouse is greater than the
actual (a) amount, the amount of the Tax Distribution payment shall be
recalculated by substituting for the estimated (a) amount the actual
(a) amount, and the amount by which the Tax Distribution payment
exceeds the recalculated amount shall be offset against future Tax
Distribution payments due until exhausted.  Notwithstanding anything
contained herein to the contrary, Tax Distribution payments shall not
be made by the Company to a married Participant without the written
consent of his spouse witnessed by a Notary Public.

       Section 4.04.  Reduction in Accrued Benefit and Preretirement
Surviving Spouse Death Benefit.  Each Participant's Accrued Benefit and
Preretirement Surviving Spouse Death Benefit shall be adjusted as
follows:

            (a)  As of the Effective Date and as of each Valuation
       Date, a Participant's Accrued Benefit and the Preretirement
       Surviving Spouse Death Benefit payable to the surviving spouse
       of a deceased Participant who dies while still employed by the
       Employer shall be reduced to the extent provided below to
       reflect the value of each Tax Distribution payment made under
       Section 4.03 attributable to his initial Accrued Benefit and
       the initial Preretirement Surviving Spouse Death Benefit at
       the Effective Date and attributable to increases in the amount
       of his vested Accrued Benefit or Preretirement Surviving
       Spouse Death Benefit.  The amount of the Accrued Benefit and
       Preretirement Surviving Spouse Death Benefit reduction to be
       effected as of the Effective Date shall be determined by
       multiplying the Accrued Benefit of a Participant or, if
       applicable, Preretirement Surviving Spouse Death Benefit as of
       the Effective Date which such Participant or, if applicable,
       his surviving spouse is required to recognize as income for
       Federal income tax purposes in 1988 by a percentage equal to
       the rate described in Section 4.03(b) or, if the amount of the
       1988 Tax Distribution payment for the Participant or, if
       applicable, his surviving spouse was recalculated in
       accordance with Section 4.03 based on tax information provided
       by the Participant or, if applicable, his surviving spouse, a
       percentage equal to the individual composite Federal, Indiana
       and Marion County income tax rate used in recalculating the
       amount of the Tax Distribution payment under Section 4.03 in
       1988 in effect on the Effective Date.  The amount of each
       Accrued Benefit and Preretirement Surviving Spouse Death
       Benefit reduction for each Valuation Date shall be determined
       by multiplying any increase in the Adjusted Accrued Benefit of
       a Participant or, if applicable, Preretirement Surviving
       Spouse Death Benefit which as of the preceding Valuation Date
       has not yet been recognized as income for Federal income tax
       purposes and which such Participant or, if applicable, his
       surviving spouse is required to recognize as income for
       Federal income tax purposes in the calendar year during which
       such Valuation Date falls by a percentage equal to the rate
       described in Section 4.03(b) in effect on the Valuation Date
       as of which the adjustment under this Section is made or, if
       the amount of the Tax Distribution payment made in the
       calendar year during which the Valuation Date occurs for the
       Participant or, if applicable, his surviving spouse was
       recalculated in accordance with Section 4.03 based on tax
       information provided by the Participant or, if applicable, his
       surviving spouse, a percentage equal to the individual
       composite Federal, Indiana and Marion County income tax rate
       used in recalculating the amount of the Tax Distribution
       payment under Section 4.03 for such calendar year.  No
       reduction in the Accrued Benefits and Preretirement Surviving
       Spouse Death Benefits of a Participant or, if applicable, his
       surviving spouse shall be made under this Section with respect
       to Tax Distribution payments which are not attributable to
       increases in the Accrued Benefits or Preretirement Surviving
       Spouse Death Benefits.  Notwithstanding anything contained
       herein to the contrary, if the Tax Distribution payments
       required under Section 4.03 attributable to such Participant's
       Accrued Benefit or Preretirement Surviving Spouse Death
       Benefit, or increase therein, are not timely paid by the
       Company, the amount of the reduction in such Participant's
       Accrued Benefit or Preretirement Surviving Spouse Death
       Benefit shall be retroactively reinstated as of the date on
       which the reduction was made.

            (b)  In the event a Participant fails to recontribute
       to the Plan the entire amount of Available Net Income
       distributed to him under Section 4.05 with respect to a
       calendar year, his Accrued Benefit and Preretirement Surviving
       Spouse Death Benefit shall be reduced as of the date such
       distribution is treated under Section 4.05 as having been made
       to him by an amount equal to the product of:

                 (i)  his Accrued Benefit (or Preretirement
            Surviving Spouse Death Benefit, as the case may be) as
            of the December 31 Valuation Date of the calendar year
            to which the distribution of Available Net Income
            relates, but before any adjustment has been made under
            Section 4.04(a) with respect to such calendar year;
            times

                (ii)  a fraction, the numerator of which is the
            amount of Available Net Income distributed to the
            Participant (and not recontributed by him to the Plan)
            and the denominator of which is the amount of his
            Participant Account that has, as of the date of
            distribution, been taxed to the Participant for federal
            income tax purposes;

       provided, however, that a Participant's Accrued Benefit and
       Preretirement Surviving Spouse Death Benefit shall not be
       reduced under this Section 4.04(b) below the Adjusted Accrued
       Benefit and Adjusted Preretirement Surviving Spouse Death
       Benefit accrued by that Participant as of October 31, 1992
       without regard to this Section 4.04(b).

       Section 4.05.  Distribution and Recontribution of Income.  The
Administrator shall, as of each January 1 (or the first business day
thereafter if January 1 falls on a weekend), distribute to each
Participant the entire amount of that Participant's Available Net
Income for the immediately preceding calendar year; provided, however,
that the amount of distribution to which a Participant shall be
entitled under this Section 4.05 shall be reduced (but not below zero
(0)) by the amount of monthly pension benefits paid to that Participant
under this Plan during that immediately preceding calendar year.  Each
Participant to whom a distribution is made under the preceding sentence
shall be deemed to have immediately recontributed such distribution to
his Participant Account unless such Participant elects (by completing,
signing and delivering the appropriate form to the Administrator on the
date such distribution is made) to receive such distribution in a
single lump sum cash payment.  A Participant who elects to receive the
entire amount of his Available Net Income in a single lump sum cash
payment shall receive a distribution of such amount as soon after the
Administrator receives his election as is administratively feasible
(but no later than sixty-five (65) days after the end of the
immediately preceding calendar year) and shall have his Adjusted
Accrued Benefit and Preretirement Surviving Spouse Death Benefit and
his Post-Tax Adjusted Benefit reduced in accordance with Section
4.04(b).  For all purposes of this Plan, any distribution under the
preceding sentence shall be treated as having been made on January 1
(or the first business day thereafter if January 1 falls on a weekend)
regardless of when the Participant actually receives a lump sum payment
of such distribution.  The Trustee may, in its sole discretion, elect
each year on the appropriate Internal Revenue Service form to have each
distribution under this Section 4.05 treated as having been made in the
taxable year of the Trust Fund that ends within sixty-five (65) days
prior to the date on which such distribution is actually made.

                         ARTICLE V
                   MONTHLY DEATH BENEFITS

       If any Participant shall die while still employed by the
Employer, such deceased Participant's surviving spouse, if any, shall
be entitled to receive monthly death benefits ("Preretirement Surviving
Spouse Death Benefits") under this Plan equal to fifty percent (50%)
of such deceased Participant's average monthly Compensation with
respect to the last thirty-six (36) consecutive months (or, if lesser,
the deceased Participant's entire period of employment with the
Employer) ending on or before his death, less the monthly benefits
payable to such deceased Participant's surviving spouse for that month
under the Company Retirement Plan; provided, however, that the monthly
Preretirement Surviving Spouse Death Benefits shall be reduced, where
applicable, so that they are actuarially equivalent to the monthly
death benefits that would be payable for the life of an individual who
is the same age and sex as the Participant at the date of his death;
provided, further, that the amount of the monthly Preretirement
Surviving Spouse Death Benefits shall be adjusted to a Post-Tax
Adjusted Benefit (as determined in accordance with Section 1.21).  For
purposes of determining actuarial equivalency under this Article V, a
seven percent (7%) interest assumption and the 1971 Group Annuity
Mortality Table shall be used.  The monthly payments shall begin on the
first (1st) calendar day of the month coinciding with or next following
a Participant's death and shall continue through the month in which the
surviving spouse's death occurs. Notwithstanding anything contained in
this Article V to the contrary, the surviving spouse of a deceased
Participant who immediately before his death met the requirements for
benefits under Section 4.01 shall be entitled to a qualified
preretirement survivor annuity (as such term is defined in Section
205(e) of ERISA) with respect to such deceased Participant's Adjusted
Accrued Benefit in lieu of the monthly death benefits otherwise
provided under this Article if payment in such form would result in a
greater monthly benefit to such surviving spouse.

                         ARTICLE VI
              CONTRIBUTIONS TO THE TRUST FUND

       Section 6.01.  Initial Company Contribution.  On or before
December 10, 1988, the Company contributed to the Trust Fund with
respect to each Participant Account established hereunder as of the
Effective Date an amount equal to the Maximum Benefit Liability of such
Participant Account (determined as of the Effective Date).

       Section 6.02.  Annual Company Contributions.  The Maximum
Benefit Liability for each Participant Account established hereunder
shall be re-computed as of each October 31.  If the balance credited
to a Participant Account as of any October 31 is less than the Maximum
Benefit Liability of such Participant Account as of such date after the
allocation of income and the reallocation of excess Participant Account
balances are completed for such Valuation Date under Sections 7.04 and
7.05 respectively, the Company shall within forty (40) calendar days
after such October 31 contribute to the Trust Fund the amount of the
deficiency.

       Section 6.03.  Additional Company Contributions.  The Company
may at any time or from time to time make additional contributions of
cash or other property to the Trust Fund.

       Section 6.04.  Form of Contribution.  The Company's
contributions under Sections 6.01, 6.02 and 6.03 shall be paid directly
by the Company to the Trustee in cash or, at the option of the Company,
in any other form permissible under ERISA and acceptable to the
Trustee; provided, however, that the Company shall be permitted to meet
all or any portion of its funding requirements by transferring to the
Trust Fund insurance policies insuring the life of one (1) or more
Participants in which case the value of the insurance policies shall
be determined based on their respective cash surrender values.

                        ARTICLE VII
                ESTABLISHMENT OF TRUST FUND

       Section 7.01.  Trust Fund.  The Trustee shall hold all assets
contributed to, or earned by it, under the terms and conditions of this
Plan and subject to applicable requirements under ERISA.

       Section 7.02.  Establishment of Participant Accounts.  The
Trustee shall establish and maintain a Participant Account for each
Participant.  The Participant Accounts as established hereunder shall
be adjusted as provided in this Plan.  Payment of benefits under
Article V and Section 4.01 shall be charged against the Participant
Account of the Participant for whom the payments are attributable.  The
maintenance of the Participant Accounts is for accounting purposes
only, and a segregation of Trust Fund assets shall not be required. 
Any insurance policies held by the Trust Fund in accordance with this
Plan shall be commingled with the other assets of the Trust Fund and
shall not be credited to the Participant Account of the Participant on
whose life the policy is based.

       Section 7.03.  Allocation of Contributions.  Any contributions
made pursuant to Sections 6.01 and 6.02 of this Plan shall be credited
to the Participants Accounts upon which the contribution was based;
provided, however, that if the amount of the Company contribution is
less than the aggregate required contribution for the Participant
Accounts for which the contribution relates, the amount of the
contribution to be allocated to each Participant Account shall be
determined by multiplying the amount of the contribution by a fraction,
the numerator of which is the required contribution for such
Participant Account at the date of contribution and the denominator of
which is the aggregate required contributions for all Participants
Accounts (for which the contribution relates) at the date of
contribution; provided, further, that if the amount of Company
contribution is greater than the aggregate required contributions for
all Participant Accounts, the amount of the excess shall be allocated
proportionately among all Participant Accounts in accordance with the
respective Maximum Benefit Liabilities of such Participant Accounts as
of the Valuation Date for which the contribution relates.

       Section 7.04.  Valuations.  As of each Valuation Date, the
Trustee shall adjust the Participant Accounts to reflect contributions,
distributions, income earned, expenses not paid by the Company,
increases or decreases in the value of the Trust Fund assets and all
other transactions since the last preceding Valuation Date.  Any income
or losses with respect to the Trust Fund and appreciation or
depreciation in Trust Fund assets shall be allocated proportionally
among all Participant Accounts in accordance with the value of such
Participant Accounts at the last preceding Valuation Date; provided,
however, that for purposes of these allocations, each Participant
Account shall be decreased by fifty percent (50%) of any distributions
from such Participant Account under Article V and under Section 4.01
since the last preceding Valuation Date; provided, further, that gains
or losses from the sale or exchange of capital assets shall be treated
as items of income or loss and shall be allocated to Participant
Accounts accordingly.

       Section 7.05.  Reallocation of Excess Participant Account
Balances.  If any Participant Account is liquidated because payments
from such Participant Account have been made in full or because the
Participant on whose behalf the Participant Account was established has
terminated his employment with the Employer before meeting the vesting
requirements described in Section 4.01, the entire remaining balance
in the liquidated Participant Account shall be re-allocated as of such
Valuation Date as follows:

            (a)  first, to the extent that other Participant
       Accounts on such Valuation Date have balances less than their
       Maximum Benefit Liabilities, the amount available for
       reallocation under this Section shall be re-allocated
       proportionally among the Participant Accounts not fully funded
       based on the respective amount of the deficiency of each such
       Participant Account at such Valuation Date; and

            (b)  second, any remaining amount to be re-allocated
       under this Section shall be allocated proportionally among all
       outstanding Participant Accounts based on their Maximum
       Benefit Liabilities at such Valuation Date.

       Section 7.06.  Payment of Expenses.  The Trustee shall be
entitled to receive such reasonable annual compensation for its
services as shall be agreed upon between the Company and the Trustee. 
The Trustee shall also be entitled to receive payment of all reasonable
and necessary expenses in administering the affairs of the Trust Fund
including, without limitation, all expenses which may be incurred in
connection with the establishment and administration of the Trust Fund,
the employment of such administrative, legal, accounting, actuarial or
other expert and clerical assistance as the Trustee, in its sole
discretion, deems necessary or appropriate in the performance of its
duties, unless the Company elects to pay such compensation or expenses. 
Any compensation or expenses for which the Trustee is entitled to
payment or reimbursement under this Section shall be paid out of the
Trust Fund to the fullest extent then permitted under ERISA, unless the
Company elects to pay such compensation or expenses.

       Section 7.07.  Accounting and Record Keeping.  The Trustee
shall keep accurate and detailed accounts of all investments, receipts,
disbursements and other transactions relating to each Participant
Account, and all such records shall be open to inspection and audit at
all reasonable times by any person designated by the Company.  As soon
as practicable after each Valuation Date, the Trustee shall file with
the Company a written report for each Participant Account setting forth
all gains or losses (both realized and unrealized) and other
transactions relating to the Trust Fund since the last preceding
Valuation Date.  As soon as practicable after each Valuation Date, the
Trustee shall provide each Participant with a statement of the balance
credited to his Participant Account at such Valuation Date.

       Section 7.08.  Limitation on Liability.  As long as the
Trustee has performed its duties and met its obligations pursuant to
the terms and conditions of this Plan, it shall have no liability
whatsoever to pay any claims for benefits or expenses or other payments
authorized hereunder from any Participant Accounts, if the assets of
such Participant Account shall at any time be depleted.  Except as
otherwise provided by ERISA, the duties and responsibilities of the
Trustee shall be governed solely by the terms and conditions of this
Plan, and any amendments thereto.

       Section 7.09.  Consultation and Indemnification.  The Trustee
may consult with counsel, who may, but need not, be counsel to the
Company, and the Trustee shall not be deemed imprudent by taking or
refraining from taking any action in accordance with the opinion of
such counsel.  The Company agrees, to the fullest extent then permitted
by law, to indemnify and hold the Trustee harmless from and against any
liability which the Trustee may incur in the administration of the
Trust Fund, unless such liability arises from the Trustee's willful
breach of the provisions of this Plan.

       Section 7.10.  Litigation.  The Trustee shall not be required
to commence or defend any litigation or dispute arising in connection
with this Plan, unless the Trustee is first indemnified by the Company
against its prospective costs, expenses and liability, and the Company
hereby agrees to indemnify the Trustee for any such costs, expenses and
liability.

       Section 7.11.  Waiver of Bond.  The Trustee shall not be
required to give bond or any other security for the faithful
performance of its duties under this Plan, except such as may be
required by a law which prohibits the waiver thereof.

                        ARTICLE VIII
                  INVESTMENT OF TRUST FUND

       Section 8.01.  Management of Trust Fund and Appointment of
Investment Manager.  The Trust Fund shall be managed, invested, and
reinvested by the Trustee, subject, however, to the right of the
Company to designate in writing an investment manager in accordance
with Section 402(c)(3) of ERISA to manage or invest or reinvest the
Trust Fund or any part thereof, in which event the Trustee shall not
be liable for the acts or omissions of such investment manager or have
any authority to manage or invest the assets of the Trust Fund which
are subject to management by such investment manager until said
investment manager is dismissed by the Company.  Any such investment
manager so designated shall have the same powers and duties with
respect to the management and investment of that portion of the Trust
Fund managed by such investment manager as those granted to the Trustee
hereunder, except to the extent otherwise provided in the instrument
designating such investment manager. Notwithstanding anything contained
in this Plan to the contrary, the Company shall have the right to
direct the Trustee to take the following action with respect to
insurance policies:

            (a)  to maintain or hold insurance policies which are
       transferred to the Trust Fund by the Company;

            (b)  to apply Company contributions to the Trust Fund
       towards the purchase of insurance policies or the payment of
       premiums with respect to insurance policies transferred to, or
       purchased by, the Trust Fund; or

            (c)  to convert to paid-up form, to surrender for the
       cash value thereof or to terminate any insurance policies held
       by the Trust Fund.

       Section 8.02.  Powers of Trustee.  Except as otherwise
provided by ERISA, the Trustee shall have the following powers in
investing the Trust Fund:

            (a)  To invest or reinvest all or any part of the Trust
       Fund in any real or personal property as the Trustee may deem
       advisable, including but not limited to:

                 (i)  any securities normally traded by and
            obtainable through a stockbroker or "over the counter"
            dealer or on a recognized exchange;

                (ii)  any shares of an investment company
            registered under the Investment Company Act of 1940, as
            amended;

               (iii)  any insurance contracts or annuities;

                (iv)  the deposit of all or any part of the Trust
            Fund with an insurer for the payment of interest
            thereon;

                 (v)  any securities issued or guaranteed by the
            United States of America or any of the instrumentalities
            or states thereof or of any county, city, town, village,
            school district or other political subdivision of any of
            said states;

                (vi)  certificates of deposit, time deposits or
            savings accounts including, but not limited to, those
            issued by its own departments or divisions or related
            financial institutions;

               (vii)  commercial paper, money market funds,
            treasury bills and similar investments; and

              (viii)  any combination of (i) through (vii) above
            and, except as otherwise provided by ERISA, without
            being restricted by any statute or rule of law governing
            the investments in which a trustee may invest funds held
            by it.

            (b)  To sell or exchange any part of the assets of the
       Trust Fund.

            (c)  To vote in person or by proxy the securities and
       investment company shares which its holds as Trustee and to
       delegate such power.

            (d)  To consent to or participate in dissolutions,
       reorganizations, consolidations, mergers, sales, transfers, or
       other changes in securities and investment company shares
       which it holds as Trustee, and, in such connection, to
       delegate its powers and to pay all assessments, subscriptions,
       and other charges relating thereto.

            (e)  To exercise all rights, privileges, options and
       elections with respect to any insurance policies and to pay
       the premiums thereon; provided, however, that any action taken
       by the Trustee with respect to any such insurance contracts,
       including the payment of premiums, shall be subject to the
       approval of the Company.

            (f)  To retain in cash and keep unproductive of income
       such amount as the Trustee may deem advisable in its sole
       discretion, and the Trustee shall not be required to pay
       interest on such cash balances or on cash in its hands pending
       investment.

            (g)  To sell, exchange, convey or transfer any property
       at any time held by the Trustee upon such terms as it may deem
       advisable, and no person dealing with the Trustee shall be
       bound to see to the application of the purchase money or to
       inquire into the propriety of any such transaction.

            (h)  To enter into, compromise, compound and settle any
       debt or obligation due to or from the Trustee and to reduce
       the rate of interest on, to extend or otherwise modify or to
       foreclose upon, default or otherwise enforce any such
       obligation.

            (i)  To cause any bonds, stocks or other securities
       held by the Trustee to be registered in or transferred into
       its name as Trustee or the name of its nominee or nominees or
       to hold them unregistered or in form permitting
       transferability by delivery, but at all times with full
       responsibility therefor as Trustee.

            (j)  To manage, administer, operate, repair, improve
       and mortgage or lease for any number of years, regardless of
       any restrictions on leases made by trustees, or otherwise to
       deal with any real property or interest therein; to renew or
       extend or to participate in the renewal or extension of any
       mortgage, and to agree to the reduction in the interest on any
       mortgage or other modification or change in terms of any
       mortgage or guarantee thereof in any manner and upon such
       terms as may be deemed advisable; to waive any defaults
       whether in performance of any covenant or condition of any
       mortgage or in the performance of any guarantee or to enforce
       any such default in such manner as may be deemed advisable,
       including the exercise and enforcement of any and all rights
       of foreclosure.

            (k)  To make, execute and deliver as Trustee any and
       all deeds, leases, mortgages, advances, contracts, waivers,
       releases or other instruments in writing necessary or proper
       in the employment of any of the foregoing powers.

            (l)  To settle, compromise or abandon all claims and
       demands in favor of or against the Trust Fund.

            (m)  To exercise, generally, any of the powers which an
       individual owner might exercise in connection with any
       property, either real, personal or mixed, held by the Trust
       Fund, and to do all other acts which the Trustee may deem
       necessary or proper to carry out any of the powers set forth
       in this Article or otherwise in the best interests of the
       Trust Fund and the Participants.


                         ARTICLE IX
                              
           RESIGNATION, REMOVAL, AND APPOINTMENT
                    OF SUCCESSOR TRUSTEE


       Section 9.01.  Resignation.  The Trustee may resign upon sixty
(60) calendar days' prior notice in writing to the Company.  Such prior
written notice may be waived by the Company.

       Section 9.02.  Removal.  The Company may remove the Trustee,
with or without cause, upon sixty (60) calendar days' prior written
notice to the Trustee.  Such prior written notice may be waived by the
Trustee.

       Section 9.03.  Successor Trustee.  Upon the resignation or
removal of the Trustee or inability of the Trustee for any reason to
perform its duties hereunder, the Company shall promptly appoint a
successor Trustee, which shall be a national bank or a state bank
having its deposits insured by the Federal Deposit Insurance
Corporation, having capital and surplus of at least fifty million
dollars ($50,000,000).  Any such successor Trustee shall have the same
powers and duties as those conferred upon the initial Trustee hereunder
and shall evidence its acceptance of such appointment by written
instrument addressed to the Company.  Upon written notice from the
Company of the acceptance of such appointment by the successor Trustee,
the Trustee shall promptly assign, transfer and pay over the Trust Fund
to such successor Trustee; provided, however, that the Trustee may
reserve such sum of money as it shall deem advisable for payment of its
fees and expenses in connection with the settlement of its account or
otherwise.

       Section 9.04.  Accounting by Trustee.  Within sixty (60)
calendar days after the date or resignation or removal of the Trustee,
the Trustee shall furnish a written accounting of the Trust Fund with
respect to the period since the last Valuation Date to the Company, and
to the successor Trustee, which report shall set forth all investments,
receipts, disbursements, and other transactions during such period.

       Section 9.05.  Merger or Consolidation of Trustee.  If the
Trustee shall at any time merge or consolidate with or shall sell or
transfer all or substantially all of its assets and business to another
corporation, state or federal, the corporation resulting therefrom
shall be Trustee hereof in lieu of its predecessor in interest without
the execution of any instrument and without action on the part of the
Company; provided, however, that such successor corporation shall be
qualified under the laws of the State of Indiana to undertake the
duties of the Trustee hereunder.

                         ARTICLE X
                NON-DIVERSION OF TRUST FUND

       Except as otherwise expressly provided in this Plan and then
permitted by ERISA, the Company shall not have the right or power to
direct the Trustee to return all or any part of the Trust Fund to the
Company or to divert to others any of the assets held in the Trust Fund
until all Accrued Benefits or Preretirement Surviving Spouse Death
Benefits under this Plan have been paid in full or satisfied by the
purchase and delivery of single premium non-transferable deferred
annuity contracts.

                         ARTICLE XI
                       ADMINISTRATION

       Section 11.01.  Delegation of Responsibility.  The
Administrator may delegate duties involved in the administration of
this Plan to the Compensation Committee or to the Executive Committee
of the Board or to such other person or persons whose services are
deemed necessary or convenient. However, the ultimate responsibility
for the administration of this Plan shall remain with the
Administrator.

       Section 11.02.  Construction of Plan.  The Compensation
Committee shall have the power to construe this Plan and to determine
all questions of fact or law arising under it.  It may correct any
defect, supply any omission or reconcile any inconsistency in this Plan
in such manner and to such extent as it may deem expedient.  Except as
otherwise permitted by ERISA, all acts and determinations of the
Compensation Committee shall be final and conclusive on the
Participants and on the surviving spouses of any deceased Participants
and shall not be subject to appeal or review except in those instances
where the Compensation Committee, in its sole discretion, refers such
matter to the Board.

       Section 11.03.  Tax Information to Participants.  The
Administrator shall timely provide necessary tax information to the
Plan Participants relating to their participation in this Plan to
enable the Participants to report properly any income required to be
recognized by the Participants.

       Section 11.04.  Determinations.  The Company shall make all
determinations as to the right of any person to a benefit.  Any denial
by the Company of a claim for benefits under this Plan by a Participant
or by any deceased Participant's surviving spouse shall be stated in
writing by the Company and delivered or mailed within ninety (90)
calendar days to the Participant or to such deceased Participant's
surviving spouse; and such notice shall comply with all requirements
imposed by ERISA and shall set forth the specific reasons for the
denial, written to the best of the Company's ability in a manner that
may be understood without legal or actuarial counsel.  In addition, the
Company shall afford a reasonable opportunity to any Participant or to
such deceased Participant's surviving spouse whose claim for benefits
has been denied for a review of its decision denying the claim in
accordance with Section 503 of ERISA.

                        ARTICLE XII
                       MISCELLANEOUS

       Section 12.01.  Amendment or Termination of Plan.  This Plan
may be amended, modified, supplemented in any respect or terminated by
Board action if the continued operation of this Plan is deemed
imprudent by the Board as a result of changes in the law or other
circumstances outside of the control of the Company; provided, however,
that no amendment, modification, supplement or termination of this Plan
shall have the effect of:

            (a)  discontinuing, reducing or eliminating:

                 (1)  the Post-Tax Adjusted Benefit of a
            Participant or, if applicable, his surviving spouse, or

                 (2)  any optional form of distribution permitted
            under this Plan;

            (b)  substantially increasing the duties of the Trustee
       without its prior written consent;

            (c)  permitting a reversion of Trust Fund assets to the
       Company before the benefits provided under this Plan have been
       paid in full or otherwise satisfied as provided in Article X;
       or

            (d)  discharging the Company from its obligation to
       make the Tax Distribution payments provided under Section
       4.03.

       Section 12.02.  Right to Merge Plan.  The Company reserves the
right, by action of its Board, to merge or to consolidate this Plan
with, or to transfer the assets or liabilities of this Plan to, any
other similar retirement plan at any time, except that no such merger,
consolidation or transfer shall be authorized unless each Participant
would receive a benefit immediately after the merger, consolidation or
transfer (if the merged, consolidated or transferred plan then
terminated) equal to or greater than the benefit to which he would have
been entitled immediately before the merger, consolidation or transfer
(if this Plan then terminated).

       Section 12.03.  Successors and Assigns.  This Plan shall be
binding upon the successors and assigns of the Company.

       Section 12.04.  Choice of Law.  Except as otherwise required
by ERISA, this Plan shall be construed and interpreted pursuant to, and
in accordance with, the laws of the State of Indiana.

       Section 12.05.  No Employment Contract.  This Plan shall not
be construed as an agreement, consideration or inducement of employment
or as affecting in any manner the rights or obligations of the Employer
or of any Participant to continue or to terminate the employment
relationship any time.

       Section 12.06.  Non-Alienation.  Neither a Participant nor his
spouse shall have any right to anticipate, to pledge, to alienate or
to assign any rights under this Plan, and any effort to do so shall be
null and void.  The monthly benefits payable under this Plan shall be
exempt from the claims of creditors or other claimants and from all
orders, decrees, levies and executions and any other legal process to
the fullest extent then permitted by law.  The preceding sentences
shall also apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Participant pursuant to a
domestic relations order, unless such order is determined to be a
qualified domestic relations order as defined in Section 206(d) of
ERISA.

       Section 12.07.  Gender and Number.  Words in the masculine
gender shall be construed to include the feminine gender in all cases
where appropriate; words in the singular or plural shall be construed
as being in the plural or singular in all cases where appropriate.

       Section 12.08.  Headings.  The headings in this Plan are
solely for convenience of reference and shall not affect its
interpretation.

       Section 12.09.  Payment to Incompetents.  If any Participant
or surviving spouse of a deceased Participant, entitled to benefits
under this Plan is, in the judgment of the Company, legally, physically
or mentally incapable of personally receiving and receipting for any
payment due hereunder, payment may be made to the guardian or other
legal representative of such Participant or such surviving spouse.

       Section 12.10.  Illegal or Invalid Provisions.  If any
provision of this Plan or the application of any such provision to any
person or circumstance shall be invalid under any law of the United
States of America or of any State or any political subdivision thereof,
neither the application of such provision to persons or circumstances
other than those as to which such provision is invalid nor any other
provisions of this Plan shall be affected thereby.

       IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement of the Plan to be signed on this  2nd day
of February, 1996 and to be effective as of March 1, 1996. 
The terms of this Amendment and Restatement only apply to Employees who
have completed at least one (1) Hour of Service on or after March 1,
1996.
                                     INDIANAPOLIS POWER & LIGHT
                                       COMPANY


                                     By:  /s/ John R. Hodowal                  
                                          John R. Hodowal, Chairman
                                          of the Board and Chief
                                          Executive Officer
ATTEST:

By:    /s/ Bryan G. Tabler                         
       Bryan G. Tabler
       Secretary